NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


SERIES
K COMMON STOCK PURCHASE WARRANT


 


BARFRESH
FOOD GROUP INC.


 


	Warrant
    Shares: K-001	Initial
    Issuance Date: November 23, 2016


 


THIS
Series “K” COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Unibel,
a société anonyme à directoire et conseil de surveillance (the “Holder”) is entitled,
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the
date hereof (the “Issuance Date”) and on or prior to the close of business on the five (5) year anniversary
of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Barfresh
Food Group Inc., a Delaware corporation (the “Company”), up to 7,812,500 shares (the “Warrant Shares”)
of Common Stock of the Company. The purchase price of one (1) Warrant Share under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(a).


 


Section
1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), among the Company and the
purchasers signatory thereto.


 


Section
2.Exercise.


 


(a) Exercise
Price. The exercise price per Warrant Share under this Warrant shall be $0.88, subject to adjustment hereunder (the
“Exercise Price”).


 


(b) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or
times on or after the Issuance Date and on or before the Termination Date by delivery to the Company of a duly executed
facsimile copy or emailed electronic copy of the Notice of Exercise Form annexed hereto (or such other office or agency of
the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the
books of the Company); and, within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company,
the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire
transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the
Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of
the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less
than the amount stated on the face hereof.


 






    	 	1	 



    	 	 	 



    

 


(c) Mechanics
of Exercise.


 


(i) Delivery
of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent of
the Company to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise within three
(3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and
payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant
shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be
deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of
the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance
of such Warrant Shares, have been paid. The Warrant Shares shall bear a restrictive legend substantially similar to the
restrictive legend placed on the Common Shares issued pursuant to the Purchase Agreement.


 


(ii) Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a
Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this
Warrant.


 


(iii) Rescission
Rights. If the Company fails to cause its Transfer Agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to this Section 2(e)(ii) by the Warrant Share Delivery Date, then the Holder will
have the right to rescind such exercise.


 


(iv) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such
exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


(v) Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue
or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant, when surrendered for exercise, shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for its expenses and any transfer tax incidental thereto.


 




    	 	2	 



    	 	 	 



    


 


(vi) Closing
of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of
this Warrant, pursuant to the terms hereof.


 


Section
3.Certain Adjustments.


 


(a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock
issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then,
in each case, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall
remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or reclassification.


 


(b) Merger.
If at any time while this Warrant is outstanding the Company effects any merger or consolidation (“Merger”) of
the Company with or into an unrelated Person for cash whereby all of the issued and outstanding Common Stock of the Company
is converted into cash, the Holder shall have the right to deem this Warrant exercised, and to receive an amount equal to the
cash consideration price per share paid in connection with the Merger less the Exercise Price.


 


(c) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.


 


(d) Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the board of directors of the Company provided that any
such reduction is made in identical manner to all then unexercised Warrants held by Holders.


 


(e) Notice
to Holder/Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this
Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.


 




    	 	3	 



    	 	 	 



    


 


Section
4.Transfer of Warrant.


 


(a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the
provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in
the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly
assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


(b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.


 


(c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


(d) Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the
transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that
the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 4.1 of the Purchase
Agreement.


 


Section
5.Adjustment of Exercise Price.


 


(a) Full-Ratchet
Protection. If at any time before the first anniversary of the Issuance Date, the Company issues or sells, any warrant
(other than Excluded Securities) with an exercise price (the “New Issuance Price”) less than the Exercise Price
in effect immediately prior to such issuance or sale, then immediately after such issuance or sale, the Exercise Price then
in effect shall be reduced to equal to the New Issuance Price.


 




    	 	4	 



    	 	 	 



    





 


(b) Weighted-Average
Protection. If at any time between the first and third anniversaries of the Issuance Date the Company issues or sells,
any warrant (other than Excluded Securities) with a New Issuance Price less than the Exercise Price in effect immediately
prior to such issuance or sale, then immediately after such issuance or sale, the Exercise Price then in effect shall be
reduced in accordance with the following formula:


 


X
= Y * [(A+B) / (A+C)]


 


 Where:




 


X
= New Exercise Price


 


Y
= Exercise Price in effect immediately prior to new issue


 


A
= Number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all shares of outstanding
common stock, all shares of outstanding preferred stock on an as converted basis, and all outstanding options on an as-exercised
basis)


 


B
= Aggregate consideration received by the Corporation with respect to the new issue divided by Y


 


C
= Number of shares of stock or shares of stock underlying the equity securities in new issue


 


Section
6.Registration Rights. The Warrant Shares have certain registration rights as set forth in the Registration Rights
Agreement of even date herewith by and between the Company and Purchaser.


 


Section
7.Redemption.


 


(a)
At any time after the third anniversary of Issuance Date and subject to the prior exercise by Purchaser before or after
receipt of the Redemption Notice but prior to 5:00 p.m. (New York time) on the business day immediately proceeding the
Redemption Date, the Company may redeem this Warrant by delivering written notice thereof to the Holder, for a redemption
price of $0.001 per Warrant Share, provided the Market Price ending on the date of the notice of redemption of the Common
Stock (“Redemption Notice”) of the Common Stock receivable upon exercise of the Warrant is at least 200% of the
Exercise Price (the “Target Price”), subject to adjustment as set otherwise provided herein.


 


“Market
Price” means the VWAP of the Common Stock for any twenty (20) of thirty (30) consecutive trading days starting after the
third anniversary of Issuance Date and ending prior to the Redemption Notice.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 




    	 	5	 



    	 	 	 



    


 


(b)
In the event the conditions set forth herein are met, and the Company desires to exercise its right to redeem the Warrants,
it will mail a Redemption Notice to the holder of the Warrant to be redeemed at least thirty (30) days before the date fixed
for redemption (“Redemption Date”). The Redemption Notice will specify the (i) aggregate redemption price and
amount of Warrant Shares being redeemed, (ii) Redemption Date, (iii) the place where the Warrant Certificates will be
delivered and the redemption price paid, and (iv) that the right to exercise the Warrant will terminate at 5:00 p.m. (New
York time) on the business day immediately proceeding Redemption Date.


 


(c)
Except as provided herein, any right to exercise a Warrant will terminate at 5:00 p.m. (New York time) on the business day
immediately proceeding the Redemption Date. On and after the Redemption Date, the Holders will have no further rights except
to receive, upon surrender of the Warrant, the redemption price. From and after Redemption Date, the Company will, at the
place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the holder of one
or more Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such holder a sum in cash
equal to the redemption price. From and after the Redemption Date and upon the deposit or setting aside by the Company of a
sum sufficient to redeem all the Warrant Shares called for redemption, such Warrant will expire and become void and all
rights with respect to the Warrant Shares redeemed, except the right to receive payment of the redemption price.


 


(d)
If the shares of the Company’s Common Stock are subdivided or combined into a greater or smaller number of shares of
Common Stock, the Target Price will be proportionately adjusted by the ratio which the total number of shares of Common Stock
outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately
after such event.


 


Section
8.Miscellaneous.


 


(a) No
Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


(b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating
to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it
(which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 




    	 	6	 



    	 	 	 



    


 


(c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the
next succeeding Business Day.


 


(d) Authorized
Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may
be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of
the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in
accordance with the provisions of the Purchase Agreement.


 


(f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.


 


(g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact
that all rights hereunder terminate on the Termination Date.


 




    	 	7	 



    	 	 	 



    





 


(h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be
delivered in accordance with the notice provisions of the Purchase Agreement.


 


(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of
Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


(j) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall
be enforceable by any such Holder or holder of Warrant Shares.


 


(k) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the
Holder.


 


(l) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


(m) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	BARFRESH FOOD GROUP INC.
	 	 	 
	 	By:	
	 	Name:	 Joseph Tesoriero
	 	Title:	 Chief Financial Officer



 



    	 	8	 



    	 	 	 



    


 


NOTICE
OF EXERCISE


 


To:BARFRESH
FOOD GROUP INC.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
a wire transfer; or


 


[  ]
a cashier’s check drawn on a United States Bank.


 


(3)
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:


 


_______________________________


 


The
Warrant Shares shall be delivered by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended.


 


Name of Investing Entity: _____________________________  



 


	Signature:	 	 
	 	 	 
	Name:
    	 	 
	 	 	 
	Title:
    	 	 
	 	 	 
	Date:
    	 	 


 




    	 	 	 



     

    


 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


_________________whose
address is


____________________________________________________________________


 


____________________________________________________________________


 


	 	Holder’s
    Signature:	 	 
	 	 	 	 
	 	Holder’s
    Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Dated:	 	


 


	Signature
    Guaranteed:	 	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.